UNIVERSITY OF UTAH VISITING SCHOLAR AGREEMENT

This Agreement entered into and effective as of , (hereinafter “Effective Date”) by and between (hereinafter “Visiting Scholar”); the

(hereinafter “Corporation, Institution”); and the University of Utah, having an address at 615 Arapeen Dr., Suite 310, Salt Lake City, UT 84108 (hereinafter “University”).

Visiting Scholar is an employee of Corporation or Institution and is visiting the University for the purpose of engaging in scientific research in the field of

Pursuant to University Policy 7-002 and 7-003, any University employees, students, guest researchers, and/or Visiting Scholar will disclose to the University any intellectual property including, but not limited to, inventions, discoveries, improvements, trademarks, copyrightable material, and mask works conceived, reduced to practice or authored through the use of University resources not available to the general public including any state, federal, or sponsored research funds (hereinafter “Intellectual Property”).

Further, University is committed to full compliance with all applicable U.S. laws and regulations, including those related to export control. University requires Visiting Scholar to abide by U.S. laws and regulations, including those related to export control. Any activity, including informal discussion, directly related to activities that are subject to U.S. export controls may not be conducted at University without explicit authorization of University. Research and scholarly activities that are subject to U.S. export controls include (i) the physical shipment or transmission of export-controlled items, software, materials or technical data out of the U.S.; (ii) release of controlled technical data, software or source code to a foreign national or foreign government in the U.S. or abroad; (iv) involvement with restricted parties; (v) any activity involving a sanctioned country; and (vi) certain activities involving defense articles or provision of defense services.

University is committed to the free and open exchange of ideas outside of the scope of U.S. export control regulations. Export controls do not apply to the conduct and reporting of basic and applied research, the results of which are typically published and shared broadly within the research community (often referred to as the fundamental research exclusion or exemption, or FRE). However, research results associated with research that does not qualify for the FRE must be protected as export controlled until they are authorized for unlimited public release or dissemination.

It is anticipated that Visiting Scholar tenure at the University will be from the Effective Date (hereinafter “Visit Period”). During the Visit Period, Visiting Scholar may perform work on University equipment and in University facilities either alone or in conjunction with University personnel.

I. Based on applicable law, regulations and policies, Visiting Scholar hereby agrees as follows:

A. I hereby make this agreement with the University in consideration of my utilization of theUniversity facilities, resources, supplies, equipment and/or information not available tothe general public, and/or my receipt of research funds through the University by giftgrant or contract.

B. I agree that I will disclose, in writing, every item of intellectual property to theUniversity that meets the definitions of Intellectual Property so that the University maydetermine

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proper rights according to policy, law and regulation. I will contact the University of Utah Technology & Venture Commercialization to make any such disclosure and agree to follow disclosure procedures as instructed by the same.

C. I agree that if the University determines that an item of Intellectual Property isUniversity-owned, I will execute any documents and take all necessary steps, at theUniversity’s expense, to assign to the University all my rights, title and interest therein.

D. I agree to deliver promptly to University upon termination or expiration of thisAgreement, and at other times as University may request, copies of all written recordsreferred to in Paragraph B above as well as, but not limited to, all related memoranda,laboratory notebooks, notes, records, schedules, plan or other documents, made by,compiled by, delivered to, or manufactured, used, developed or investigated by me whileat University.

E. I agree not to disclose to University or use in my work at University (unless otherwiseagreed in writing with University):

1) any proprietary information including, without limitation, any trade secrets orconfidential information with respect to the business, work or investigations ofany of my current or prior employers, including Corporation or Institution.; or

2) any ideas, writings, or intellectual property of my own which are not under thedefinition of Intellectual Property included in Paragraph B above.

F. I agree that I will not disclose, or use for any commercial purpose, private, confidential,proprietary, privileged or controlled information or records, owned by the University orother third parties, where I received that information or records from or through myactivities at the University, unless such information:

1) was previously known to me, as demonstrated by written records;2) which is now, or becomes in the future, public knowledge other than through

my own acts or omissions; or3) which is lawfully obtained by me from resources independent of University.

G. I am or will become familiar with necessary safety precautions to be followed whileworking in University facilities and such precautions will be utilized;

H. This agreement does not in any way affect my right to publish or otherwise publiclydisclose any information or intellectual property not otherwise protected by a non-disclosure agreement or agreed to herein. By executing this agreement, I am NOTrequired to disclose to the University any of my ideas, writings, inventions or anyintellectual property that are not included within the definition of Intellectual Property.

I. I have read and understand the information provided above with regard to U.S. exportcontrol rules and regulations. By my signature below, I agree that I will not engage inexport controlled, proprietary, or confidential work during my tenure at Universitywithout explicit authorization from University’s export controls compliance officer, whocan be found at University’s office of Sponsored Projects.

II. Based on applicable law, regulations and policies, Corporation or Institution acknowledges theabove and hereby agrees, represents and certifies as follows:

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A. Corporation or Institution hereby agrees to assign its entire interest in and to anyIntellectual Property to the University;

B. Corporation or Institution will be responsible for repair or replacement of any equipmentor facility damaged in performance of this project if such damage was the result of use byVisiting Scholar;

C. Visiting Scholar is covered by Corporation’s or Institution’s Workers Compensation andEmployee’s Liability Insurance, and a certificate of insurance will be providedevidencing Corporation’s or Institution’s comprehensive general liability insurance;

D. Corporation or Institution and all their employees and client personnel agree to holdharmless and indemnify the University, its employees and students against any and allinjuries or damages arising out of Visiting Scholars activities; and

E. Corporation or Institution agrees that no other Corporation employee(s) or client(s), otherthan Visiting Scholar, will be allowed on University property until said employee hasentered a similar agreement in writing with the University.

III. Sponsoring Faculty Acknowledgement

A. I have read and understand the information provided with respect to U.S. export controllaws and regulations in this agreement. I understand that it is my responsibility toinstruct the other members of my research or project team, as necessary, to preventinadvertent violation of such laws and regulations.

B. I understand that should I have any questions related to U.S. export control regulationsthey should be directed to the University’s export control compliance officer, located inthe Office of Sponsored Projects.

XVisiting Scholar

Visiting Scholar Name:

XDean/Manager

Corporation or Institution: Dean/Manager Name, Title:

Please call the University of Utah Center for Technology & Venture Commercialization with any questions about this agreement at 801-581-7792. The TVC is located atResearch Park, 615 Arapeen Drive, Suite 310

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XSponsoring Faculty

Sponsoring Faculty Name:

XDean/Chair

Department or School: Dean/Chair Name, Title:

XTechnology & Venture Commercialization

Name:

For the University of Utah:

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Exhibit A

Description of research/work to be performed:

Description of support for visiting scholar:

From University:

From Corporation or Institution:

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